Indemnity NDA Template for New Zealand
Generate a bespoke document
What is a Indemnity NDA?
This Indemnity NDA is designed for situations where parties need to share sensitive confidential information while ensuring robust protection through both confidentiality obligations and indemnification provisions. It is particularly suitable for high-value commercial relationships, technology transfers, joint ventures, or due diligence processes where the disclosure of confidential information carries significant risks. The agreement complies with New Zealand legal requirements and includes comprehensive provisions for defining confidential information, permitted uses, security measures, and indemnification obligations. This document type is commonly used in situations where standard NDAs may not provide sufficient protection, and where the disclosing party requires additional assurance through specific indemnification commitments from the receiving party.
Trusted by high-performance teams
About the Indemnity NDA
An Indemnity NDA (Non-Disclosure Agreement) combines traditional confidentiality protections with additional indemnification clauses, providing enhanced legal protection when sharing sensitive business information in New Zealand. Under the Contract and Commercial Law Act 2017, this agreement creates legally binding obligations for both confidentiality and financial compensation in case of breaches, making it ideal for high-value commercial relationships where standard NDAs may not provide sufficient protection.
When do you need this document?
You should consider an Indemnity NDA when engaging in high-stakes business relationships where confidential information carries significant financial or competitive risks. This includes technology licensing discussions where proprietary algorithms or trade secrets are involved, due diligence processes for mergers and acquisitions, joint venture negotiations involving sensitive financial data, or partnerships with third-party contractors who will access customer databases or proprietary methodologies. The indemnification component becomes particularly valuable when dealing with startups or smaller companies where a confidentiality breach could result in substantial damages that exceed the receiving party's ability to pay standard breach remedies.
Key legal considerations
The indemnification clause is the distinguishing feature of this agreement, requiring the receiving party to compensate the disclosing party for any losses resulting from unauthorized disclosure or misuse of confidential information. You must carefully define what constitutes "confidential information" and specify the scope of indemnification coverage, including direct damages, consequential losses, legal costs, and third-party claims. Consider including carve-outs for certain types of damages or caps on indemnification liability to ensure the agreement remains commercially reasonable. The document should also address insurance requirements, as receiving parties may need professional indemnity or errors and omissions coverage to support their indemnification obligations.
Legal requirements in New Zealand
Under New Zealand law, your Indemnity NDA must comply with the Contract and Commercial Law Act 2017 for enforceability, ensuring clear offer, acceptance, and consideration. The Privacy Act 2020 governs how personal information within confidential materials must be handled, requiring specific privacy safeguards if personal data is included in the disclosed information. The Fair Trading Act 1986 prohibits misleading conduct, so all representations about the nature and scope of confidential information must be accurate. Evidence Act 2006 provisions regarding privileged communications may affect enforceability in certain professional contexts. Additionally, the Contractual Remedies Act 1979 allows courts to cancel or vary contracts for misrepresentation or mistake, making precise drafting essential for protecting your indemnification provisions from challenge.
GOVERNING LAW
Applicable law
This Indemnity NDA is drafted to comply with New Zealand law. Key legislation includes:
Privacy Act 2020: Regulates how personal information is collected, used, disclosed, stored and accessed. Essential for NDAs that may involve the handling of personal information.
Fair Trading Act 1986: Promotes fair trading practices and prohibits misleading and deceptive conduct in trade. Relevant for ensuring transparency and fairness in the NDA terms.
Evidence Act 2006: Contains provisions about privileged communications and confidential information, relevant for enforcement of confidentiality provisions.
Property Law Act 2007: May be relevant for provisions relating to remedies and enforcement of property rights, including intellectual property and confidential information.
Crimes Act 1961: Contains provisions about trade secrets (Section 230) which may be relevant for criminal aspects of breach of confidence.
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it